Cross-Reference List- Annex VII

Cross-reference list- Annex VII

Minimum Disclosure Requirements for Asset Backed Securities
Registration Document (schedule)

Issuer

Name of Company:[1]
Nature of Transaction:
Name of Authorised Adviser:
Date Submitted:
Rule / Page / Proof Number / Comment (where applicable)
A7.1 / PERSONS RESPONSIBLE
A7.1.1 / All persons responsible for the information given in the Registration Document and, as the case may be, for certain parts of it, with, in the latter case, an indication of such parts. In the case of natural persons including members of the issuer's administrative, management or supervisory bodies indicate the name and function of the person; in case of legal persons indicate the name and registered office.
A7.1.2 / A declaration by those responsible for the registration document that, having taken all reasonable care to ensure that such is the case, the information given in the registration document is, to the best of their knowledge, in accordance with the facts and does not omit anything likely to affect its import. As the case may be, declaration by those responsible for certain parts of the registration document that having taken all reasonable care to ensure that such is the case, the information contained in that part of the registration document for which they are responsible is, to the best of their knowledge, in accordance with the facts and contains no omission likely to affect its import.
A7.2 / STATUTORY AUDITORS
A7.2.1 / Names and addresses of the issuer’s auditors for the period covered by the historical financial information (together with any membership of any relevant professional body).
A7.3 / RISK FACTORS
A7.3.1 / The document must prominently disclose risk factors in a section headed "Risk Factors" that are specific to the issuer and its industry.
A7.4 / INFORMATION ABOUT THE ISSUER:
A7.4.1 / A statement whether the issuer has been established as a special purpose vehicle or entity for the purpose of issuing asset backed securities;
A7.4.2 / The legal and commercial name of the issuer;
A7.4.3 / The place of registration of the issuer and its registration number;
A7.4.4 / The date of incorporation and the length of life of the issuer, except where indefinite;
A7.4.5 / The domicile and legal form of the issuer, the legislation under which the issuer operates its country of incorporation and the address and telephone number of its registered office (or principal place of business if different from its registered office).
A7.4.6 / Description of the amount of the issuer’s authorised and issued capital and the amount of any capital agreed to be issued, the number and classes of the securities of which it is composed.
A7.5 / BUSINESS OVERVIEW
A7.5.1 / A brief description of the issuer’s principal activities.
A7.5.2 / A global overview of the parties to the securitisation program including information on the direct or indirect ownership or control between those parties.
A7.6 / ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES
A7.6.1 / Names, business addresses and functions in the issuer of the following persons, and an indication of the principal activities performed by them outside the issuer where these are significant with respect to that issuer:
(a) members of the administrative, management or supervisory bodies;
(b) partners with unlimited liability, in the case of a limited partnership with a share capital.
A7.7 / MAJOR SHAREHOLDERS
A7.7.1 / To the extent known to the issuer, state whether the issuer is directly or indirectly owned or controlled and by whom, and describe the nature of such control and describe the measures in place to ensure that such control is not abused.
A7.8 / FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION, AND PROFITS AND LOSSES
A7.8.1 / Where, since the date of incorporation or establishment, an issuer has not commenced operations and no financial statements have been made up as at the date of the registration document, a statement to that effect shall be provided in the registration document.
A7.8.2 / Historical Financial Information
Where, since the date of incorporation or establishment, an issuer has commenced operations and financial statements have been made up, the registration document must contain audited historical financial information covering the latest 2 financial years (or shorter period that the issuer has been in operation) and the audit report in respect of each year. Such financial information must be prepared according to Regulation (EC) No 1606/2002 , or if not applicable to a Member’s State national accounting standards for issuers from the Community. If the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical information shall cover at least 24 months, or the entire period
for which the issuer has been in operation, whichever is the shorter.
For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s national accounting standards equivalent to these standards. If such financial information is not equivalent to these standards, it must be presented in the form of restated financial statements. The most recent year's historical financial information must be presented and prepared in a form consistent with that which will be adopted in the issuer’s next annual published financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements.
If the issuer has been operating in its current sphere of economic activity for less than one year, the audited historical financial information covering that period must be prepared in accordance with the standards applicable to annual financial statements under Regulation (EC) No 1606/2002, or if not applicable to a Member States national accounting standards where the issuer is from the Community. For third country issuers, the historical financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s national accounting standards equivalent to these standards. This historical financial information must be audited.
If the audited financial information is prepared according to national accounting standards, the financial information required under this heading must include at least the following:
(a) the balance sheet;
(b) the income statement;
(c) the accounting policies and explanatory notes.
The historical annual financial information must be independently audited or reported on as to whether or not, for the purposes of the registration document, it gives a true and fair view, in accordance with auditing standards applicable in a MemberState or an equivalent standard.
A7.8.2 bis / This paragraph may be used only for issues of asset backed securities having a denomination per unit of at least EUR 100,000.
Where, since the date of incorporation or establishment, an issuer has commenced operations and financial statements have been made up, the registration document must contain audited historical financial information covering the latest 2 financial years (or shorter period that the issuer has been in operation) and the audit report in respect of each year. Such financial information must be prepared according to Regulation (EC) No 1606/2002 or, if not applicable, to a Member’s State national accounting standards for issuers from the Community. If the issuer has changed its accounting reference date during the period for which historical financial information is required, the audited historical information shall cover at least 24 months, or the entire period for which the issuer has been in operation, whichever is the shorter.For third country issuers, such financial information must be prepared according to the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 or to a third country’s national accounting standards equivalent to these standards. Otherwise, the following information must be included in the registration document:
(a) a prominent statement that the financial information included in the registration document has not been prepared in accordance with the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and that there may be material differences in the financial information had Regulation (EC) No 1606/2002 been applied to the historical financial information;
(b) immediately following the historical financial information a narrative description of the differences between the international accounting standards adopted pursuant to the procedure of Article 3 of Regulation (EC) No 1606/2002 and the accounting principles adopted by the issuer in preparing its annual financial statements. The most recent year’s historical financial information must be presented and prepared in a form consistent with that which will be adopted in the issuer’s next annual financial statements having regard to accounting standards and policies and legislation applicable to such annual financial statements.
If the audited financial information is prepared according to national accounting standards, the financial information required under this heading must include at least the following:
(a) the balance sheet;
(b) the income statement;
(c) the accounting policies and explanatory notes.
The historical annual financial information must be independently audited or reported on as to whether or not, for the purposes of the registration document, it gives a true and fair view, in accordance with auditing standards applicable in a MemberState or an equivalent standard.
Otherwise, the following information must be included in the Registration Document:
a) a prominent statement disclosing which auditing standards have been applied;
b) an explanation of any significant departures from International Standards on Auditing.
A7.8.3 / Legal and arbitration proceedings
Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the company is aware), during a period covering at least the previous 12 months, which may have, or have had in the recent past, significant effects on the issuer and/or group’s financial position or profitability, or provide an appropriate negative statement.
A7.8.4 / Material adverse change in the issuer’s financial position
Where an issuer has prepared financial statements, include a statement that there has been no material adverse change in the financial position or prospects of the issuer since the date of its last published audited financial statements. Where a material adverse change has occurred, this must be disclosed in the registration document.
A7.9 / THIRD PARTY INFORMATION AND STATEMENT BY EXPERTS AND DECLARATIONS OF ANY INTEREST
A7.9.1 / Where a statement or report attributed to a person as an expert is included in the Registration Document, provide such person’s name, business address, qualifications and material interest if any in the issuer. If the report has been produced at the issuer’s request a statement to that effect that such statement or report is included, in the form and context in which it is included, with the consent of that person who has authorised the contents of that part of the Registration Document.
A7.9.2 / Where information has been sourced from a third party, provide a confirmation that this information has been accurately reproduced and that as far as the issuer is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading In addition, the issuer shall identify the source(s) of the information
A7.10 / DOCUMENTS ON DISPLAY
A7.10.1 / A statement that for the life of the registration document the following documents (or copies thereof), where applicable, may be inspected:
(a) the memorandum and articles of association of the issuer;
(b) all reports, letters, and other documents, historical financial information, valuations and statements prepared by any expert at the issuer’s request any part of which is included or referred to in the registration document;
(c) the historical financial information of the issuer or, in the case of a group, the historical financial information of the issuer and its subsidiary undertakings for each of the two financial years preceding the publication of the registration document. An indication of where the documents on display may be inspected, by physical or electronic means.

*denotes rules relating to a “New” applicant.

March 2016

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[1]Name of Issuer or Guarantor as appropriate